**“Canadian Administrative Agent”**has the meaning provided in the introductoryparagraph hereof.**“Pledged Collateral”**has the meaning provided in Section 2 hereof.**“Pledged Shares”**has the meaning provided in Section 2 hereof.**“PPSA”**has the meaning provided in Section 1 (b) hereof.**“Secured Obligations”**means, without duplication, (i) all advances to, and debts,liabilities, obligations, covenants and duties of, any Canadian Loan Party arisingunder any Canadian Loan Document or otherwise with respect to any Canadian RevolvingLoan or Canadian Letter of Credit, whether direct or indirect (including thoseacquired by assumption), absolute or contingent, due or to become due, now existingor hereafter arising and including interest and fees that accrue after thecommencement by or against any Canadian Loan Party of any proceeding under anyDebtor Relief Laws naming such Person as the debtor in such proceeding, regardlessof whether such interest and fees are allowed claims in such proceeding, (ii) allliabilities and obligations, whenever arising, owing from the Canadian Borrower orany Canadian Loan Party that is a Canadian Subsidiary to any Canadian Lender or anAffiliate of any Canadian Lender arising under any Swap Contract between theCanadian Borrower or any Canadian Loan Party that is a Canadian Subsidiary and anyCanadian Lender or Affiliate of a Canadian Lender that is permitted to be incurredpursuant to Section 8.03(d) of the Credit Agreement, (iii) all liabilities andobligations, whenever arising, owing from the Canadian Borrower or any Canadian LoanParty that is a Canadian Subsidiary to any Canadian Lender or an Affiliate of anyCanadian Lender arising under any Treasury Management Agreement between the CanadianBorrower or any Canadian Loan Party that is a Canadian Subsidiary and any CanadianLender or an Affiliate of any Canadian Lender, in each case howsoever evidenced,created, incurred or acquired, whether primary, secondary, direct, contingent, orjoint and several, and all obligations and liabilities incurred in connection withcollecting and enforcing the foregoing and (iv) all costs and expenses incurred inconnection with enforcement and collection of the Secured Obligations described inthe foregoing clauses (i), (ii) and (iii), including, without limitation, reasonablelegal fees and disbursements.**“Secured Parties”** means, collectively, the Canadian Lenders and any other holder ofthe Secured Obligations and **“Secured Party”**means any one of them.“**STA**” has the meaning provided in Section 1(c) hereof.**2. PLEDGE AND GRANT OF SECURITY INTEREST**     To secure the prompt payment and performance in full when due, whether by lapse of time,acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Pledgor herebygrants, pledges and assigns to the Canadian Administrative Agent, for the benefit of the SecuredParties, a continuing security interest in, and a right to set-off against, any and all right,title and
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interest of such Pledgor in and to the following, whether now owned or existing or owned,acquired, or arising hereafter, by way of amalgamation or otherwise (collectively, the **“PledgedCollateral”):** (a) Pledged Shares. One hundred percent (100%) (or, if less, the fullamount owned bysuch Pledgor) of the issued and outstanding Equity Interests owned by such Pledgorof each Canadian Subsidiary set forth on Schedule 2(A) attached hereto,togetherwith the certificates (or other agreements or instruments), if any, representingsuchEquity Interests, and all options and other rights, contractual or otherwise, withrespect thereto (collectively, together with the Equity Interests described inSection2(b) and 2(c) below, the **“Pledged Shares”),**including, but notlimited to, thefollowing: (A) all shares, securities, membership interests and other EquityInterests or other property representing a dividend or other distribution onor in respect of any of the Pledged Shares, or representing a distribution orreturn of capital upon or in respect of the Pledged Shares, or resulting froma stock split, revision, reclassification or other exchange therefor, and anyother dividends, distributions, subscriptions, warrants, cash, securities,instruments, rights, options or other property issued to or received orreceivable by the holder of, or otherwise in respect of, the Pledged Shares;and  (B) without affecting the obligations of the Pledgors under anyprovision prohibiting such action hereunder or under the Credit Agreement, inthe event of any amalgamation involving the issuer of any Pledged Shares, allEquity Interests of the successor entity formed by or resulting from suchconsolidation, amalgamation or merger; (b) Additional Shares. One hundred percent (100%) (or, if less, the fullamount owned by such Pledgor) of the issued and outstanding Equity Interests owned bysuch Pledgor of any Person that hereafter becomes a Canadian Subsidiary, including,without limitation, the certificates (or other agreements or instruments) representingsuch Equity Interests;  (c) Proceeds. All Proceeds in respect of the foregoing and all rights andinterest of the Pledgor in respect thereof or evidenced thereby, including all moneyreceived or receivable from time to time by the Pledgor in connection with the sale ofany of the foregoing; and  (d) Accessions. All Accessions of any and all of the foregoing.          Without limiting the generality of the foregoing, it is hereby specifically understood andagreed that a Pledgor may from time to time hereafter deliver additional Equity Interests to theCanadian Administrative Agent as collateral security for the Secured Obligations. Upon delivery tothe Canadian Administrative Agent, such additional Equity Interests shall be deemed to be part ofthe Pledged Collateral of such Pledgor and shall be subject to the terms of this Canadian PledgeAgreement whether or not Schedule 2(A) is amended to refer to such additional EquityInterests.
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          The security interest granted hereby and all rights of any Secured Party hereunder and allobligations of the Pledgors hereunder are unconditional and absolute and independent and separatefrom any other security for the Secured Obligations, whether executed by the Pledgors or any otherperson.          This Canadian Pledge Agreement and the security interest granted hereby is granted ascollateral security only and will not subject any Secured Party to, or transfer or in any wayaffect or modify, any obligation or liability of the Pledgors with respect to any of the PledgedCollateral or any transaction in connection therewith.          Each of the Pledgors acknowledges that the security interest hereby created attaches upon theexecution of this Canadian Pledge Agreement (or in the case of any after-acquired PledgedCollateral, upon the date of acquisition by the Pledgors of any rights therein), that value hasbeen given by the Secured Parties and that the Pledgors have, or in the case of after-acquiredPledged Collateral will have, rights in the Pledged Collateral or the power to transfer rights inthe Pledged Collateral to the Secured Parties.**3. SECURITY FOR SECURED OBLIGATIONS**     The security interest created hereby in the Pledged Collateral of each Pledgor constitutescontinuing collateral security for all of the Secured Obligations (subject to Section 23hereof).**4. DELIVERY OF THE PLEDGED COLLATERAL**     Each Pledgor hereby agrees that:     (a) Delivery of Certificates. Each Pledgor shall deliver to the CanadianAdministrative Agent (i) simultaneously with or promptly following the execution and delivery ofthis Canadian Pledge Agreement, all certificates representing the Pledged Shares of such Pledgorand (ii) promptly upon the receipt thereof by or on behalf of a Pledgor, all other certificatesand instruments constituting Pledged Collateral of a Pledgor. Prior to delivery to the CanadianAdministrative Agent, all such certificates and instruments constituting Pledged Collateral of aPledgor shall be held in trust by such Pledgor for the benefit of the Canadian AdministrativeAgent pursuant hereto. All such certificates and instruments shall be delivered in suitable formfor transfer by delivery or shall be accompanied by duly executed instruments of transfer orassignment in blank, substantially in the form provided in Exhibit 4(a) attached hereto.     (b) Additional Securities. If such Pledgor shall receive (or become entitled toreceive) by virtue of its being or having been the owner of any Pledged Collateral, any (i)certificate or instrument, including without limitation, any certificate representing a dividendor distribution in connection with any increase or reduction of capital, reclassification,amalgamation, sale of assets, combination of shares or membership or other Equity Interests, stocksplits, spin-off or split-off, promissory notes or other instruments; (ii) option or right,whether as an addition to, substitution for, conversion of, or an exchange for, any PledgedCollateral or otherwise in respect thereof; (iii) dividends payable in securities; or (iv)distributions of securities or other Equity Interests, cash or other property in connection with apartial or total liquidation, dissolution or reduction of capital, capital surplus or paid-insurplus, then such Pledgor shall accept and receive each such certificate,
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instrument, option, right, dividend or distribution in trust for the benefit of the CanadianAdministrative Agent, shall segregate it from such Pledgor’s other property and shall deliver itforthwith to the Canadian Administrative Agent in the exact form received together with anynecessary endorsement and/or appropriate stock power duly executed in blank, substantially in theform provided in Exhibit 4(a), to be held by the Canadian Administrative Agent as PledgedCollateral and as further collateral security for the Secured Obligations.     (c) Financing Statements. Each Pledgor authorizes the Canadian Administrative Agent tofile one or more financing statements (with the description of the Pledged Collateral containedherein, including without limitation “accounts” and “other” collateral descriptions) disclosing theCanadian Administrative Agent’s security interest in the Pledged Collateral. Each Pledgor agrees toexecute and deliver to the Canadian Administrative Agent such financing statements and otherfilings as may be requested by the Canadian Administrative Agent in order to perfect and protectthe security interest created hereby in the Pledged Collateral of such Pledgor.**5. REPRESENTATIONS AND WARRANTIES**     Each Pledgor hereby represents and warrants to the Canadian Administrative Agent, for thebenefit of the Secured Parties, that so long as any of the Secured Obligations remains outstandingand until all of the commitments relating thereto have been terminated:     (a) Authorization of Pledged Shares. The Pledged Shares are duly authorized andvalidly issued, are fully paid and nonassessable and are not subject to the preemptive rights ofany Person.     (b) Title. Each Pledgor has good and indefeasible title to the Pledged Collateral ofsuch Pledgor and is the legal and beneficial owner of such Pledged Collateral free and clear ofany Lien, other than Permitted Liens. There exists no “adverse claim” within the meaning ofSection 1 of the STA with respect to the Pledged Shares of such Pledgor other than PermittedLiens.     (c) Exercising of Rights. The exercise by the Canadian Administrative Agent of itsrights and remedies hereunder will not violate any law or governmental regulation or any materialcontractual restriction binding on or affecting a Pledgor or any of its property.     (d) Pledgor’s Authority. No authorization, approval or action by, and no notice orfiling with any Governmental Authority or with the issuer of any Pledged Collateral or any otherPerson is required either (i) for the pledge made by a Pledgor or for the granting of the securityinterest by a Pledgor pursuant to this Canadian Pledge Agreement (except as have been alreadyobtained) or (ii) for the exercise by the Canadian Administrative Agent or the Secured Parties oftheir rights and remedies hereunder (except as maybe required by the PPSA, the STA or applicableforeign laws or laws affecting the offering and sale of securities).     (e) Security Interest/Priority. This Canadian Pledge Agreement creates a validsecurity interest in favour of the Canadian Administrative Agent for the benefit of the SecuredParties, in the Pledged Collateral. The taking of possession by the Canadian Administrative Agentof the certificates representing the Pledged Shares and all other certificates and instrumentsconstituting Pledged Collateral will perfect and establish the first priority of the CanadianAdministrative Agent’s security interest in the Pledged Shares consisting of certificatedsecurities of Canadian Subsidiaries
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and, when properly perfected by filing or registration, in all other Pledged Collateral representedby such Pledged Shares and instruments securing the Secured Obligations. Except as set forth inthis Section 5(e), no action is necessary to perfect or otherwise protect such security interest.     (f) Partnership and Membership Interests. Except as previously disclosed to theCanadian Administrative Agent, none of the Pledged Shares consisting of partnership or limitedliability company interests (i) is dealt in or traded on a securities exchange or in a securitiesmarket, (ii) by its terms expressly provides that it is a Security for the purposes of the STA,(iii) is held in a Securities Account or (iv) constitutes a Financial Asset.     (g) No Other Interests. As of the date hereof, no Pledgor owns any Equity Interests inany Canadian Subsidiary other than as set forth on Schedule 2(A) attached hereto.**6. COVENANTS**     Each Pledgor hereby covenants, that so long as any of the Secured Obligations remainoutstanding and until all of the commitments relating thereto have been terminated, such Pledgorshall:     (a) Books and Records. Mark its books and records (and shall cause the issuer of thePledged Shares of such Pledgor to mark its books and records) to reflect the security interestgranted to the Canadian Administrative Agent, for the benefit of the Secured Parties, pursuant tothis Canadian Pledge Agreement.     (b) Defense of Title. Warrant and defend title to and ownership of the PledgedCollateral of such Pledgor at its own expense against the claims and demands of all other partiesclaiming an interest therein, keep the Pledged Collateral free from all Liens, except forPermitted Liens, and not sell, exchange, transfer, assign, lease or otherwise dispose of PledgedCollateral of such Pledgor or any interest therein, except as permitted under the Credit Agreementand the other Canadian Loan Documents.     (c) Further Assurances. Promptly execute and deliver at its expense all furtherinstruments and documents and take all further action that maybe necessary and desirable or thatthe Canadian Administrative Agent may request in order to (i) perfect and protect the securityinterest created hereby in the Pledged Collateral of such Pledgor (including, without limitation,any and all action necessary to satisfy the Canadian Administrative Agent that the CanadianAdministrative Agent has obtained a first priority perfected security interest in all PledgedCollateral); (ii) enable the Canadian Administrative Agent to exercise and enforce its rights andremedies hereunder in respect of the Pledged Collateral of such Pledgor; and (iii) otherwiseeffect the purposes of this Canadian Pledge Agreement, including, without limitation and ifrequested by the Canadian Administrative Agent, delivering to the Canadian Administrative Agentupon its request after the occurrence of an Event of Default, irrevocable proxies in respect ofthe Pledged Collateral of such Pledgor.     (d) Amendments. Not make or consent to any amendment or other modification or waiverwith respect to any of the Pledged Collateral of such Pledgor or enter into any agreement or allowto exist any restriction with respect to any of the Pledged Collateral of such Pledgor other thanpursuant hereto or as may be permitted under the Credit Agreement.
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     (e) Compliance with Securities Laws. File all reports and other information now orhereafter required to be filed by such Pledgor with the Ontario Securities Commission and anyother provincial, territorial, federal or foreign agency in connection with the ownership of thePledged Collateral of such Pledgor.     (f) Issuance or Acquisition of Equity Interests. Not, without executing anddelivering, or causing to be executed and delivered, to the Canadian Administrative Agent suchagreements, documents and instruments as the Canadian Administrative Agent may request for thepurpose of perfecting its security interest therein, issue or acquire any Equity Interestsconstituting Pledged Collateral consisting of an interest in a partnership or a limited liabilitycompany that (i) is dealt in or traded on a securities exchange or in a securities market, (ii) byits terms expressly provides that it is a Security for the purposes of the STA, (iii) is held in aSecurities Account or (iv) constitutes a Financial Asset.**7. ADVANCES BY SECURED PARTIES**     On failure of any Pledgor to perform any of the covenants and agreements contained hereinwhich constitutes an Event of Default and while such Event of Default is continuing, the CanadianAdministrative Agent may, at its sole option and in its sole discretion, upon notice to thePledgors, perform the same and in so doing may expend such sums as the Canadian AdministrativeAgent may deem advisable in the performance thereof, including, without limitation, the payment ofany insurance premiums, the payment of any taxes, a payment to obtain a release of a Lien orpotential Lien, expenditures made in defending against any adverse claim and all otherexpenditures that the Canadian Administrative Agent or the Secured Parties may make for theprotection of the security hereof or may be compelled to make by operation of law. All such sumsand amounts so expended shall be repayable by the Pledgors on a joint and several basis (subjectto Section 23 hereof) promptly upon timely notice thereof and demand therefor, shall constituteadditional Secured Obligations and shall bear interest from the date said amounts are expended atthe Default Rate. No such performance of any covenant or agreement by the Canadian AdministrativeAgent or the Secured Parties on behalf of any Pledgor, and no such advance or expendituretherefor, shall relieve the Pledgors of any default under the terms of this Canadian PledgeAgreement, the other Canadian Loan Documents or any other documents relating to the SecuredObligations. The Secured Parties may make any payment hereby authorized in accordance with anybill, statement or estimate procured from the appropriate public office or holder of the claim tobe discharged without inquiry into the accuracy of such bill, statement or estimate or into thevalidity of any tax assessment, sale, forfeiture, tax lien, title or claim except to the extentsuch payment is being contested in good faith by a Pledgor in appropriate proceedings and againstwhich adequate reserves are being maintained in accordance with GAAP.**8. REMEDIES.**     (a) General Remedies. Upon the occurrence of an Event of Default and during thecontinuation thereof, the Canadian Administrative Agent and the Secured Parties shall have, inaddition to the rights and remedies provided herein, in the Canadian Loan Documents, in any otherdocuments relating to the Secured Obligations, or by law (including, without limitation,attachment and garnishment), the rights and remedies of a secured party under the legislationrelating to security of personal property of the jurisdiction applicable to the affected PledgedCollateral.
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     (b) Sale of Pledged Collateral. Upon the occurrence of an Event of Default and duringthe continuation thereof, without limiting the generality of this Section 8 and without notice,the Canadian Administrative Agent may, in its sole discretion, sell or otherwise dispose of orrealize upon the Pledged Collateral, or any part thereof, in one or more parcels, at public orprivate sale, at any exchange or broker’s board or elsewhere, at such price or prices and on suchother terms as the Canadian Administrative Agent may deem commercially reasonable, for cash,credit or for future delivery or otherwise in accordance with applicable law. To the extentpermitted by law, any Secured Party may in such event, bid for the purchase of such securities.Each Pledgor agrees that, to the extent notice of sale shall be required by law and has not beenwaived by such Pledgor, any requirement of reasonable notice shall be met if notice, specifyingthe place of any public sale or the time after which any private sale is to be made, is personallyserved on or mailed, postage prepaid, to such Pledgor, in accordance with the notice provisions ofSection 11.02 of the Credit Agreement at least ten Business Days before the time of such sale. TheCanadian Administrative Agent shall not be obligated to make any sale of Pledged Collateral ofsuch Pledgor regardless of notice of sale having been given. The Canadian Administrative Agent mayadjourn any public or private sale from time to time by announcement at the time and place fixedtherefor, and such sale may, without further notice, be made at the time and place to which it wasso adjourned.     (c) Private Sale. Upon the occurrence of an Event of Default and during thecontinuation thereof, the Pledgors recognize that the Canadian Administrative Agent may be unableor deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any ofthe securities constituting Pledged Collateral and that the Canadian Administrative Agent may,therefore, determine to make one or more private sales of any such Pledged Collateral to arestricted group of purchasers who will be obligated to agree, among other things, to acquire suchPledged Collateral for their own account, for investment and not with a view to the distribution orresale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at pricesand on other terms less favourable than the prices and other terms that might have been obtained ata public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed tohave been made in a commercially reasonable manner and that the Canadian Administrative Agent shallhave no obligation to delay sale of any such Pledged Collateral for the period of time necessary topermit the issuer of such Pledged Collateral to register such Pledged Collateral for public saleunder the *Securities Act*(Ontario), as now enacted or as the same may from time to time be amended,re-enacted or replaced (the **“Securities Act”)**or under other applicable provincial, territorial andfederal securities laws. Each Pledgor further acknowledges and agrees that any offer to sell suchPledged Collateral that has been publicly advertised on a bona fide basis in a newspaper or otherpublication of general circulation in the financial community of Ottawa, Ontario (to the extentthat such offer may be advertised without prior registration under the Securities Act),notwithstanding that such sale may not constitute a “distribution to the public” under theSecurities Act, and the Canadian Administrative Agent may, in such event, bid for the purchase ofsuch Pledged Collateral.     (d) Retention of Pledged Collateral. To the extent permitted under applicable law, inaddition to the rights and remedies hereunder, upon the occurrence and during the continuance ofan Event of Default, the Canadian Administrative Agent may, after providing the notices requiredby Part V of the PPSA or otherwise complying with the requirements of applicable law of therelevant jurisdiction, accept or retain all or any portion of the Pledged Collateral insatisfaction of the Secured Obligations. Unless and until the Canadian Administrative Agent shallhave provided such notices,
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however, the Canadian Administrative Agent shall not be deemed to have accepted or retained anyPledged Collateral in satisfaction of any Secured Obligations for any reason.     (e) Deficiency. In the event that the proceeds of any sale, collection or realizationare insufficient to pay all amounts to which the Canadian Administrative Agent or the SecuredParties are legally entitled, the Pledgors shall be jointly and severally liable (subject toSection 23 hereof) for the deficiency, together with interest thereon at the Default Rate, togetherwith the costs of collection and legal fees and expenses. Any surplus remaining after the fullpayment and satisfaction of the Secured Obligations shall be returned to the Pledgors or towhomsoever a court of competent jurisdiction shall determine to be entitled thereto.**9. RIGHTS OF THE CANADIAN ADMINISTRATIVE AGENT.**     (a) Power of Attorney. Each Pledgor hereby designates and appoints the CanadianAdministrative Agent, on behalf of the Secured Parties, and each of its designees or agents, asattorney-in-fact of such Pledgor, irrevocably and with power of substitution, with authority totake any or all of the following actions upon the occurrence and during the continuation of anEvent of Default: (i) to demand, collect, settle, compromise and adjust, and givedischarges and releases concerning the Pledged Collateral, all as the CanadianAdministrative Agent may deem appropriate;  (ii) to commence and prosecute any actions at any court for thepurposes of collecting any of the Pledged Collateral and enforcing any otherright in respect thereof;  (iii) to defend, settle or compromise any action brought and, inconnection therewith, give such discharge or release as the CanadianAdministrative Agent may deem appropriate;  (iv) to pay or discharge taxes, liens, security interests or otherencumbrances levied or placed on or threatened against the Pledged Collateral;  (v) to direct any parties liable for any payment in connectionwith any of the Pledged Collateral to make payment of any and all monies dueand to become due thereunder directly to the Canadian Administrative Agent oras the Canadian Administrative Agent shall direct;  (vi) to receive payment of and receipt for any and all monies,claims, and other amounts due and to become due at any time in respect of orarising out of any Pledged Collateral;  (vii) to sign and endorse any drafts, assignments, proxies, stockpowers, verifications, notices and other documents relating to the PledgedCollateral;  (viii) to execute and deliver all assignments, conveyances, statements, financingstatements, renewal financing statements, security and pledge agreements,
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affidavits, notices and other agreements, instruments and documents thatthe Canadian Administrative Agent may deem appropriate in order to perfectand maintain the security interests and liens granted in this CanadianPledge Agreement and in order to fully consummate all of the transactionscontemplated therein; (ix) to exchange any of the Pledged Collateral or other propertyupon any amalgamation, reorganization, recapitalization or other readjustmentof the issuer thereof and, in connection therewith, deposit any of the PledgedCollateral with any committee, depository, transfer agent, registrar or otherdesignated agency upon such terms as the Canadian Administrative Agent maydeem appropriate;  (x) to vote for a shareholder or member resolution, or to sign aninstrument in writing, sanctioning the transfer of any or all of the PledgedCollateral into the name of the Canadian Administrative Agent or one or moreof the Secured Parties or into the name of any transferee to whom the PledgedCollateral or any part thereof may be sold pursuant to Section 8 hereof; and  (xi) to do and perform all such other acts and things as theCanadian Administrative Agent may deem appropriate or convenient in connectionwith the Pledged Collateral.     This power of attorney is a power coupled with an interest and shall be irrevocable for solong as any of the Secured Obligations shall remain outstanding and until all of the commitmentsrelating thereto shall have been terminated. The Canadian Administrative Agent shall be under noduty to exercise or withhold the exercise of any of the rights, powers, privileges and optionsexpressly or implicitly granted to the Canadian Administrative Agent in this Canadian PledgeAgreement, and shall not be liable for any failure to do so or any delay in doing so. The CanadianAdministrative Agent shall not be liable for any act or omission or for any error of judgment orany mistake of fact or law in its individual capacity or its capacity as attorney-in-fact exceptacts or omissions resulting from its gross negligence or willful misconduct. This power ofattorney is conferred on the Canadian Administrative Agent solely to protect, preserve and realizeupon its security interest in the Pledged Collateral.     (b) Assignment by the Canadian Administrative Agent. The Canadian AdministrativeAgent may from time to time assign the Pledged Collateral and any portion thereof to a successoragent in accordance with the Credit Agreement, and the assignee shall be entitled to all of therights and remedies of the Canadian Administrative Agent under this Canadian Pledge Agreement inrelation thereto.     (c) The Canadian Administrative Agent’s Duty of Care. Other than the exercise ofreasonable care to assure the safe custody of the Pledged Collateral while being held by theCanadian Administrative Agent hereunder and to account for all proceeds thereof, the CanadianAdministrative Agent shall have no duty or liability to preserve rights pertaining thereto, itbeing understood and agreed that the Pledgors shall be responsible for preservation of all rightsin the Pledged Collateral, and the Canadian Administrative Agent shall be relieved of allresponsibility for
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the Pledged Collateral upon surrendering it or tendering the surrender of it to the Pledgors. TheCanadian Administrative Agent shall be deemed to have exercised reasonable care in the custody andpreservation of the Pledged Collateral in its possession if such Pledged Collateral is accordedtreatment substantially equal to that which the Canadian Administrative Agent accords its ownproperty, which shall be no less than the treatment employed by a reasonable and prudent agent inthe industry, it being understood that the Canadian Administrative Agent shall not haveresponsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges,maturities, tenders or other matters relating to any Pledged Collateral, whether or not theCanadian Administrative Agent has or is deemed to have knowledge of such matters, or (ii) takingany necessary steps to preserve rights against any parties with respect to any of the PledgedCollateral. (d) Voting Rights in Respect of the Pledged Collateral (i) So long as no Event of Default shall have occurred and becontinuing, each Pledgor may exercise any and all voting and other consensualrights pertaining to the Pledged Collateral of such Pledgor or any part thereoffor any purpose not inconsistent with the terms of this Canadian PledgeAgreement or the Credit Agreement; and  (ii) Upon the occurrence and during the continuance of an Event ofDefault and upon notice to the applicable Pledgor from the CanadianAdministrative Agent, all rights of a Pledgor to exercise the voting and otherconsensual rights that it would otherwise be entitled to exercise pursuant toparagraph (i) of this subsection shall cease and all such rights shallthereupon become vested in the Canadian Administrative Agent, which shall thenhave the sole right to exercise such voting and other consensual rights. (e) Dividend Rights in Respect of the Pledged Collateral (i) So long as no Event of Default shall have occurred and becontinuing and subject to Section 4(b) hereof, each Pledgor may receive andretain any and all dividends and distributions (other than stock dividends andother dividends and distributions constituting Pledged Collateral addressedhereinabove) or interest paid in respect of the Pledged Collateral to theextent they are allowed under the Credit Agreement.  (ii) Upon the occurrence and during the continuance of an Event of Default: (A) all rights of a Pledgor to receive thedividends, distributions and interest payments that it would otherwisebe authorized to receive and retain pursuant to paragraph (i) of thissubsection shall cease and all such rights shall thereupon be vestedin the Canadian Administrative Agent, which shall then have the soleright to receive and hold as Pledged Collateral such dividends,distributions and interest payments; and
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 (B) all dividends and interest payments that arereceived by a Pledgor contrary to the provisions of paragraph (A) ofthis subsection shall be received in trust for the benefit of theCanadian Administrative Agent, shall be segregated from other propertyor funds of such Pledgor, and shall be forthwith paid over to theCanadian Administrative Agent as Pledged Collateral in the exact formreceived, to be held by the Canadian Administrative Agent as PledgedCollateral and as further collateral security for the SecuredObligations.     (f) Release of Pledged Collateral. The Canadian Administrative Agent may release anyof the Pledged Collateral from this Canadian Pledge Agreement or may substitute any of the PledgedCollateral for other Pledged Collateral without altering, varying or diminishing in any way theforce, effect, lien, pledge or security interest of this Canadian Pledge Agreement as to anyPledged Collateral not expressly released or substituted, and this Canadian Pledge Agreement shallcontinue as a first priority lien on all Pledged Collateral not expressly released or substituted.**10. APPLICATION OF PROCEEDS**     Upon the occurrence and during the continuation of an Event of Default, any payments inrespect of the Secured Obligations and any proceeds of the Pledged Collateral, when received bythe Canadian Administrative Agent or any of the Secured Parties in cash or its equivalent, will beapplied in reduction of the Secured Obligations in the order set forth in Section 9.03 of theCredit Agreement, and each Pledgor irrevocably waives the right to direct the application of suchpayments and proceeds and acknowledges and agrees that the Canadian Administrative Agent shallhave the continuing and exclusive right to apply and reapply any and all such payments andproceeds in the Canadian Administrative Agent’s sole discretion, notwithstanding any entry to thecontrary upon its books and records.**11. CONTINUING AGREEMENT.**     (a) This Canadian Pledge Agreement shall be a continuing agreement in every respect and shallremain in full force and effect so long as any of the Secured Obligations remains outstanding anduntil all of the commitments relating thereto have been terminated. Upon payment or othersatisfaction of all Secured Obligations and termination of all commitments relating thereto, thisCanadian Pledge Agreement shall be automatically terminated and the Canadian Administrative Agentand the Secured Parties shall, upon the request and at the expense of the Pledgors, forthwithrelease all of its liens and security interests hereunder, shall return all certificates orinstruments pledged hereunder and shall execute and deliver all PPSA termination statements,discharges and/or other documents reasonably requested by the Pledgors evidencing suchtermination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shallsurvive termination of this Canadian Pledge Agreement.     (b) This Canadian Pledge Agreement shall continue to be effective or be automaticallyreinstated, as the case may be, if at any time payment, in whole or in part, of any of the SecuredObligations is rescinded or must otherwise be restored or returned by the Canadian AdministrativeAgent or any Secured Party as a preference, fraudulent conveyance or otherwise under any
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bankruptcy, insolvency or similar law, all as though such payment had not been made; provided thatin the event payment of all or any part of the Secured Obligations is rescinded or must berestored or returned, all costs and expenses (including, without limitation, legal fees anddisbursements) incurred by the Canadian Administrative Agent or any Secured Party in defending andenforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.**12. AMENDMENTS AND WAIVERS**     This Canadian Pledge Agreement and the provisions hereof may not be amended, waived,modified, changed, discharged or terminated except as set forth in Section 11.01 of the CreditAgreement.**13. SUCCESSORS IN INTEREST**     This Canadian Pledge Agreement shall create a continuing security interest in the PledgedCollateral and shall be binding upon each Pledgor, its successors and assigns, and shall inure,together with the rights and remedies of the Canadian Administrative Agent and the Secured Partieshereunder, to the benefit of the Canadian Administrative Agent and the Secured Parties and theirsuccessors and permitted assigns; provided, however, that, except as provided in the CreditAgreement, none of the Pledgors may assign its rights or delegate its duties hereunder without theprior written consent of the requisite Canadian Lenders under the Credit Agreement.**14. NOTICES**     All notices required or permitted to be given under this Canadian Pledge Agreement shall begiven as provided in Section 11.02 of the Credit Agreement.**15. COUNTERPARTS**     This Canadian Pledge Agreement may be executed in any number of counterparts, each of whichwhere so executed and delivered shall be an original, but all of which shall constitute one and thesame instrument. It shall not be necessary in making proof of this Canadian Pledge Agreement toproduce or account for more than one such counterpart.**16. HEADINGS**     The headings of the sections and subsections hereof are provided for convenience only andshall not in any way affect the meaning or construction of any provision of this Canadian PledgeAgreement.**17. GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE.**     (a) THIS CANADIAN PLEDGE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,THE LAWS OF THE PROVINCE OF ONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN.     (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS CANADIAN PLEDGE AGREEMENT OR ANYOTHER CANADIAN COLLATERAL
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DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE PROVINCE OF ONTARIO OR OF CANADA, AND BY EXECUTION ANDDELIVERY OF THIS CANADIAN PLEDGE AGREEMENT, EACH PLEDGOR AND THE CANADIAN ADMINISTRATIVE AGENT, ONBEHALF OF ITSELF AND EACH SECURED PARTY, CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TOTHE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH PLEDGOR AND THE CANADIAN ADMINISTRATIVE AGENT,ON BEHALF OF ITSELF AND EACH SECURED PARTY, IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANYOBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF *FORUM NON CONVENIENS,*WHICH IT MAY NOWOR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OFTHIS CANADIAN PLEDGE AGREEMENT OR ANY OTHER CANADIAN LOAN DOCUMENT OR OTHER DOCUMENT RELATEDTHERETO. EACH PLEDGOR AND THE CANADIAN ADMINISTRATIVE AGENT, ON BEHALF OF ITSELF AND EACH SECUREDPARTY, WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANYOTHER MEANS PERMITTED BY THE LAW OF SUCH JURISDICTION.**18. WAIVER OF RIGHT TO TRIAL BY JURY.**     EACH PARTY TO THIS CANADIAN PLEDGE AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BYJURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS CANADIAN PLEDGE AGREEMENTOR ANY OTHER CANADIAN LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THEDEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS CANADIAN PLEDGE AGREEMENT OR ANYOTHER CANADIAN LOAN DOCUMENT, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHERNOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACHPARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BEDECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS CANADIAN PLEDGE AGREEMENT MAYFILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THECONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.**19. SEVERABILITY**     If any provision of this Canadian Pledge Agreement is determined to be illegal, invalid orunenforceable, such provision shall be fully severable and the remaining provisions shall remainin full force and effect and shall be construed without giving effect to the illegal, invalid orunenforceable provisions.**20. ENTIRETY**     This Canadian Pledge Agreement, the other Canadian Loan Documents and the other documentsrelating to the Secured Obligations represent the entire agreement of the parties hereto andthereto, and supersede all prior agreements and understandings, oral or written, if any, including
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any commitment letters or correspondence relating to the Canadian Loan Documents, any otherdocuments relating to the Secured Obligations, or the transactions contemplated herein andtherein.**21. SURVIVAL**     All representations and warranties of the Pledgors hereunder shall survive the execution anddelivery of this Canadian Pledge Agreement, the other Canadian Loan Documents and the otherdocuments relating to the Secured Obligations, the delivery of the Notes and the extension ofcredit thereunder or in connection therewith.**22. OTHER SECURITY**     To the extent that any of the Secured Obligations are now or hereafter secured by propertyother than the Pledged Collateral (including, without limitation, real and other personal propertyowned by a Pledgor), or by a guarantee, endorsement or property of any other Person, then to themaximum extent permitted by applicable law the Canadian Administrative Agent shall have the rightto proceed against such other property, guarantee or endorsement upon the occurrence and duringthe continuance of any Event of Default, and the Canadian Administrative Agent shall have theright, in its sole discretion, to determine which rights, security, liens, security interests orremedies the Canadian Administrative Agent shall at any time pursue, relinquish, subordinate,modify or take with respect thereto, without in any way modifying or affecting any of them or theSecured Obligations or any of the rights of the Canadian Administrative Agent or the SecuredParties under this Canadian Pledge Agreement, under any of the other Canadian Loan Documents orunder any other document relating to the Secured Obligations.**23. JOINT AND SEVERAL OBLIGATIONS OF PLEDGORS**     (a) Each of the Pledgors is accepting joint and several liability hereunder in considerationof the financial accommodation to be provided by the Secured Parties, for the mutual benefit,directly and indirectly, of each of the Pledgors and in consideration of the undertakings of eachof the Pledgors to accept joint and several liability for the obligations of each of them.     (b) Each of the Pledgors jointly and severally hereby irrevocably and unconditionallyaccepts, not merely as a surety but also as a co-debtor, joint and several liability with theother Pledgors with respect to the payment and performance of all of the Secured Obligationsarising under this Canadian Pledge Agreement, the other Canadian Loan Documents and any otherdocuments relating to the Secured Obligations, it being the intention of the parties hereto thatall the Secured Obligations shall be the joint and several obligations of each of the Pledgorswithout preferences or distinction among them.     (c) Notwithstanding any provision to the contrary contained herein, in any other of theCanadian Loan Documents or in any other documents relating to the Secured Obligations, theobligations of each Guarantor under the Credit Agreement, the other Canadian Loan Documents andthe documents relating to the Secured Obligations shall be limited to an aggregate amount equal tothe largest amount that would not render such obligations subject to avoidance under anyapplicable federal, provincial or territorial law.
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**[Signature Pages Follow]**
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     Each of the parties hereto has caused a counterpart of this Canadian Pledge Agreement to beduly executed and delivered as of the date first above written.       **PLEDGORS:** **EMS TECHNOLOGIES CANADA, LTD.,**    a Canadian federal corporation           By: